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                                                                   EXHIBIT 10.14

                        EXCLUSIVE DISTRIBUTION AGREEMENT

                                     between

                                  MEDIREHA GmbH
                         Medical Rehabilitation Products
                       Am Laidholzle 1 - 2, 79244 Umkirch
                represented by its sole authorized representative
                          Managing Director Gerd Knoll

                       - hereinafter the "Manufacturer" -

                                       and

                                   Ormed GmbH
                       Herzhauser Str. 112, 79100 Freiburg
                      represented by the Managing Directors
                      Rudiger Hausherr and Michael Gensitz

                        - hereinafter the "Distributor" -

                                                                           - 1 -

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1.    Exclusive Distribution, Supply

1.1.  Effective 1 July 1998, the Manufacturer grants exclusive distribution of
      the products designated in Annex 1 of this agreement (agreement products)
      to the Distributor. Agreement products include products that the
      Manufacturer places into production or distribution as subsequent or
      supplemental products to the products designated herein.

1.2.  The Distributor buys and sells in its own name and for its own account.
      The Distributor is not entitled to act as a legal representative for the
      Manufacturer.

1.3.  The Manufacturer will only use additional distributors or supply the
      business operations of third parties with the agreement products or
      similar products with the approval of the Distributor.

1.4.  The Distributor may only manufacture and/or distribute products that are
      identical or similar to the objects of the agreement designated in Annex 1
      of this agreement and/or are in competition with the objects of this
      agreement with the approval of the Manufacturer.

1.5.  The Manufacturer shall supply the Distributor with the agreement products
      as part of its ordinary course of business.

                                                                           - 2 -

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2.    Prices and Delivery Conditions

2.1.  The product prices the Distributor is to pay to the Manufacturer can be
      found in Annex 2 of this agreement. The product prices shall be
      redetermined at the beginning of each calendar year, no later than 31
      January. Terms of invoice payment are 60 days after delivery. If the
      parties to the agreement cannot agree on the redetermination of product
      prices, then they are to use the producer price index for commercial
      products for domestic sale as a guideline. The standard to be used is
      the increase in this index against the date of the last price
      redetermination.

2.2.  Product orders by the Distributor are binding on the Manufacturer and are
      to be delivered within a reasonable period in the ordinary course of
      business of the Manufacturer. Individual transactions between the
      Manufacturer and the Distributor, except as otherwise provided for in this
      agreement, are governed by the applicable legal regulations.

2.3.  The objects of the agreement remain the property of the Manufacturer until
      complete payment of all obligations arising from the contractual
      relationship. The Distributor is not authorized to pledge or otherwise
      assign the objects of the agreement. The Distributor shall immediately
      notify the Manufacturer in writing of all changes in location and
      interventions by third parties, especially attachments and pledges. The
      Distributor is, however, authorized to resell the products in the regular
      and normal course of its business, but assigns any purchase price claims
      arising herefrom up to the amount of the total claim of the Manufacturer
      to the Manufacturer in advance for purposes of security. The Distributor
      is entitled to collect claims arising from the resale of reserved goods
      until such time as the Manufacturer has announced the assignment of claims
      to the assigned debtor. The Manufacturer is, however, only entitled to
      such announcement
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      in case of default in payment, protest of a bill or check or insolvency on
      the part of the Distributor. The Manufacturer may then collect the claims
      itself after the announcement. The Distributor is obligated to make the
      information and documentation necessary for collection available to the
      Manufacturer and, upon instruction by the Manufacturer, to notify the
      assigned debtor of the assignment.

      The Distributor is not allowed to assign these claims to third parties.

      If the Distributor is overdue by more than 3 weeks in payment of the
      purchase price, the Manufacturer is entitled, at the expense of the
      Distributor, to demand return of the reserved goods and to hold them until
      such time as complete payment is made. The demand for the return of the
      goods serves only to ensure the purchase price claim of the Manufacturer;
      all other obligations in relation to the sales contract - with the
      exception of the Distributor's temporary possessory right - are maintained
      in their entirety.

      At the request of the Distributor, the Manufacturer will release, in its
      discretion, the collateral to which it is entitled under the above
      conditions to the extent that its realizable value exceeds the claims
      being secured by 20%.

2.4.  The Distributor is obligated to purchase from the Manufacturer the minimum
      delivery amounts set forth in Annex 3. The minimum delivery amount shall
      be determined annually between the parties to the agreement together with
      the delivery prices. In this process, the minimum delivery amount must
      amount to at least 85% of the delivery amount of the respective prior
      year, and at least 85% of the delivery amount of the year 1997. On the
      basis of the business appraisal of the Manufacturer, a review will be
      carried out every six months in such a way that the delivery amount is
      compared to the corresponding six months of the previous year. If the
      delivery amount in a half year in comparison with the corresponding six
      months of the previous half year - taking into consideration

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      the redetermination of delivery amounts - is considerably lower, i.e., by
      more than 15%, then the Manufacturer is released from the exclusive
      relationship under 1.3. if the Distributor, after the corresponding notice
      from the Manufacturer, does not correspondingly increase its orders in
      such a way that the total delivery amount for the year is less than 15%
      under the comparable delivery amount for the previous year (whereby it
      should be noted that the minimum delivery amount is based on 85% of the
      delivery amount in 1997). The Manufacturer's commitment under 1.3. is
      again in effect as soon as the Distributor has ordered sufficient
      quantities to make up for the deficit within one of the next six-month
      periods. The Distributor's commitment under 1.4. remains in effect in all
      cases.

2.5.  The Manufacturer releases the Distributor from third-party legal claims on
      or arising from changes, reductions or damages in connection with defects
      in the agreement products. This does not apply if the defects were not
      present upon transfer of risk to the Distributor or if the agreement
      products are considered to be approved by the Distributor (ss. 377 HGB -
      German Commercial Code). Furthermore, this release does not apply to
      claims based on a warranty made by the Distributor if the warranty goes
      beyond a warranty made by the Manufacturer. The Distributor bears the
      burden of proof for the existence of the conditions for such releases.

3.    Distribution Conditions

      The Distributor may freely establish prices and conditions with respect to
      third parties.

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4.    Duration of the Agreement, Termination

4.1.  The initial duration of the agreement is 5 years. It is automatically
      extended for 2 years at a time if notice of termination is not given at
      least 12 months prior to expiration. The first possible termination
      date is thus 30 June 2003.

4.2.  The right to terminate this agreement for cause remains unaffected.

4.3.  Notice of termination must be given in writing. If such notice is sent by
      registered mail, it is considered to be sent if there has been an
      unsuccessful attempt to deliver and a notice of delivery has been left for
      the recipient.

4.4.  Notice of termination and ending of this agreement as such do not affect
      the individual transactions entered into between the Manufacturer and the
      Distributor in the course of its execution. The Manufacturer shall
      continue to supply the Distributor under the conditions valid at that date
      in such a way that the Distributor can fulfill transactions entered into
      with third parties up to the end of the contractual relationship.

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5.    Written Form, Severability

5.1.  No supplementary agreements to this agreement have been made.
      Modifications or additions must be made in written form to be legally
      valid. This also applies for any waiver of the requirement of written
      form.

5.2.  Should any of the provisions of this agreement be or become invalid or if
      the agreement contains gaps or omissions, this shall not affect the
      validity of the remaining provisions of the agreement. The parties hereto
      are obligated to replace the invalid provision or the gaps or omissions
      with a provision which most closely reflects the economic purpose and the
      intentions of the parties on which this agreement is based.

<TABLE>
<S>                                         <C>
Umkirch, 8/10/98 [handwritten date]         Freiburg, 8/14/98 [handwritten date]

  [illegible signature]                     [illegible signature]  [illegible signature]
-------------------------                   ---------------------- ---------------------
      (Gerd Knoll)                            (Rudiger Hausherr)    (Michael Gensitz)
  Managing Director of                                 Managing Directors of
    Medireha GmbH                                           Ormed GmbH
</TABLE>

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                               Agreement Products
                                     Annex 1

1. Passive movement devices
    - for knees, shoulder, elbows, ankles and hips

2. Active movement devices
    - for knees, shoulder, elbows, ankles and hips

3. Splints - arm abduction splints

4. Heat and cold therapy devices

5. Repairs, replacement parts and accessories for the above products

<TABLE>
<S>                                         <C>
Umkirch, 8/10/98 [handwritten date]         Freiburg, 11/17/98 [handwritten date]

  [illegible signature]                     [illegible signature]   [illegible signature]
-------------------------                   ---------------------   ---------------------
Gerd Knoll                                  Michael Gensitz         Rudiger Hausherr
Medireha GmbH                               Ormed GmbH              Ormed GmbH
</TABLE>